Terms of Service
Effective Date: Dec 9, 2025
Thank you for your interest in 15008018 Canada Inc., operating as IA QARL AI Inc. (“QARL AI”, “we”, “us” or “our”). These Terms of Service (these “Terms”, and together with any applicable Supplemental Terms (as defined in Section 3.2 (Supplemental Terms)), the “Agreement”) govern your access to and use of the QARL AI Platform, and, where applicable, related interfaces such as APIs or developer tools. The QARL AI Platform includes a range of content generation and interactive media services. If you or the organization you represent have signed a separate Master Services Agreement with QARL AI, then that agreement and not these Terms control your use of the QARL AI Platform.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE QARL AI PLATFORM AND APPLIES TO ALL USERS ACCESSING THE QARL AI PLATFORM. BY ACCESSING OR USING THE QARL AI PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH QARL AI, (3) YOU ARE NOT BARRED FROM USING THE QARL AI PLATFORM UNDER THE LAWS OF CANADA, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE QARL AI PLATFORM ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE QARL AI PLATFORM.
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE QARL AI PLATFORM FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT QARL AI’ THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.3(a) (AUTOMATIC RENEWAL) BELOW.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE QARL AI PLATFORM WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
THE AGREEMENT IS SUBJECT TO CHANGE BY QARL AI IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 13.1 (AGREEMENT UPDATES).
1. DEFINITIONS. Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 “Access Protocols” means the API keys, passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow you or your Authorized Users to access and use the QARL AI Platform.
1.2 “QARL AI APIs” means the application programming interfaces, endpoints and related tools and specifications made available by QARL AI to enable programmatic access to the QARL AI Platform, including for submitting Customer Content, invoking features, or retrieving Media Files.
1.3 “Authorized User” means each of your employees, agents, independent contractors, and/or service providers who are authorized to access and use the QARL AI Platform pursuant to your rights under this Agreement.
1.4 “Customer Avatar” means an AI avatar created through the QARL AI Platform, which is based on Seed Files submitted by you or on your behalf. A Customer Avatar may replicate the appearance, voice, mannerisms, or other characteristics of the individual depicted in the Seed Files and may be used to generate Media Files or Interactive Media Files.
1.5 “Customer Content” means all data, video, audio, text, prompts, images, and other content or materials submitted to the QARL AI Platform by you or on your behalf, including through a user interface or the QARL AI APIs. Customer Content includes content originating from your End Users or third parties, such as voice data, facial movements, or behavioral inputs, submitted or transmitted to QARL AI for use in connection with the QARL AI Platform.
1.6 “Documentation” means the technical materials provided by QARL AI to you in hard copy or electronic form describing the use and operation of the QARL AI Platform.
1.7 “End User” means any individual or entity, other than an Authorized User, who interacts with or accesses one of your products or services that integrates with or relies on the QARL AI Platform, and whose content, data, or inputs may be submitted to QARL AI as Customer Content for processing.
1.8 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.9 “Interactive Media File” means any audiovisual output generated by the QARL AI Platform in real time in response to live inputs, including outputs generated through the QARL AI Conversational feature using Customer Avatars or Stock Avatars.
1.10 “Media File” means any audiovisual output generated by the QARL AI Platform, including content created using Customer Avatars or Stock Avatars, or by modifying Customer Content. Media Files include, without limitation, outputs generated through QARL AI platform.
1.11 “Seed File” means the subset of Customer Content consisting of video, audio or other materials submitted by you or on your behalf for the purpose of creating a Customer Avatar through the QARL AI Platform.
1.12 “Stock Avatar” means a model made available by QARL AI through the QARL AI Platform that is not based on Seed Files submitted by you or on your behalf. Stock Avatars may be used to generate Media Files or Interactive Media Files.
1.13 “Supported Environment” means the minimum hardware, software, and connectivity configuration specified from time to time by QARL AI as required to use the QARL AI Platform. The current requirements are described in the Documentation.
1.14 “QARL AI Platform” means QARL AI’ software-as-a-service offering, accessible via our website and, where applicable, through QARL AI provided APIs or developer interfaces.
2. ACCOUNTS
2.1 Creation. In order to access certain features of the QARL AI Platform, you may be required to register an account on the QARL AI Platform (an “Account”), or have a valid account on a third-party service through which you can connect to the QARL AI Platform, as permitted by the QARL AI Platform (each such account, a “Third-Party Account”).
2.2 Access Through a Third-Party Service. The QARL AI Platform may allow you to link your Account with a Third-Party Account by allowing QARL AI to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent you are entitled to disclose your Third-Party Account login information to QARL AI and grant QARL AI access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating QARL AI to pay any fees or making QARL AI subject to any usage limitations imposed by such third-party service providers. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND QARL AI DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
2.3 Registration Data. In registering an account on the QARL AI Platform, you shall: (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
2.4 Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of QARL AI. Furthermore, you are responsible for all activities that occur under your Account.
3. PROVISION OF THE QARL AI PLATFORM
3.1 Access. Subject to your compliance with the terms and conditions of this Agreement, QARL AI will provide you with access to and the functionality of the QARL AI Platform. QARL AI will provide you with the necessary Access Protocols to allow you and your Authorized Users to access and use the QARL AI Platform. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, the QARL AI Platform, and provide QARL AI with prompt notification of any such unauthorized use known to you.
3.2 Supplemental Terms. Your use of, and participation in, certain features and functionality of the QARL AI Platform may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental service or presented to you for your acceptance when you sign up to use the supplemental service. If these Terms are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental service.
3.3 Hosting. QARL AI will, at its own expense, provide for the hosting of the QARL AI Platform. You are responsible for procuring and maintaining your own telecommunications or computer network hardware as required by you or your Authorized User to access the QARL AI Platform from the Internet.
3.4 Updates. You understand that the QARL AI Platform is evolving. You acknowledge and agree that QARL AI may update the QARL AI Platform with or without notifying you. You may need to update third-party software from time to time in order to continue to use the QARL AI Platform. Any future release, update or other addition to the QARL AI Platform shall be subject to this Agreement.
4. INTELLECTUAL PROPERTY
4.1 License Grant. Subject to your compliance with the terms and conditions of this Agreement, QARL AI grants you a non-exclusive, non-transferable (except as permitted under Section 12.6) license during the Term (as defined below), solely within the Supported Environment to (a) access and use the QARL AI Platform for your personal use, internal business purposes, or to incorporate into your own products or services that are made available to End Users, solely in accordance with the Documentation; (b) use and reproduce a reasonable number of copies of the Documentation solely to support your authorized use of the QARL AI Platform; and (c) integrate and use the QARL AI APIs made available by QARL AI into your websites and/or applications, for use by your End Users. You may permit any Authorized Users to access and use the features and functions of the QARL AI Platform as contemplated by this Agreement.
4.2 License Restrictions. You will not, and will not permit any Authorized User or any of your end users to: (a) allow any third party to access the QARL AI Platform or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the QARL AI Platform or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the QARL AI Platform or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the QARL AI Platform, except as permitted by law; (e) intentionally interfere in any manner with the operation of the QARL AI Platform or the hardware and network used to operate the QARL AI Platform; (f) modify, copy or make derivative works based on any part of the QARL AI Platform or Documentation; (g) access or use the QARL AI Platform to build a similar or competitive product or service; (h) attempt to access the QARL AI Platform through any unapproved interface; or (i) otherwise use the QARL AI Platform or Documentation in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. You will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of QARL AI or its licensors on the QARL AI Platform.
4.3 Ownership of the QARL AI Platform. The QARL AI Platform and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of QARL AI and its licensors. All rights in and to the QARL AI Platform and Documentation not expressly granted to you in this Agreement are reserved by QARL AI and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the QARL AI Platform, Documentation, or any part thereof.
4.4 Feedback. You hereby grant QARL AI a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the QARL AI Platform any suggestions, enhancement requests, recommendations or other feedback provided by you, including your Authorized Users, relating to the QARL AI Platform. QARL AI will not identify you as the source of any such feedback.
5. FEES AND EXPENSES; PAYMENTS
NOT CURRENTLY APPLICABLE.
6. CUSTOMER RESPONSIBILITIES
6.1 Customer Responsibility for Customer Content. You are solely responsible for the accuracy, quality and legality of all Customer Content, including any Seed Files submitted by you or on your behalf, as well as all Customer Avatars, Media Files, and Interactive Media Files generated through your use of the QARL AI Platform. You represent and warrant that you have obtained, or will obtain, all rights, licenses, consents, and permissions necessary (including from your End Users, as applicable) to submit Customer Content to the QARL AI Platform and to permit QARL AI to generate Customer Avatars, Media Files, and Interactive Media Files from that content. You are solely responsible for ensuring that all notices are given and all rights and authorizations are obtained under applicable laws (including, without limitation, data privacy, data protection, or biometrics laws) for QARL AI to collect, use, process, store, and disclose Customer Content and any outputs generated from it. This includes, as applicable: (i) explicit consents required for the processing of biometric data; (ii) all notices, consents, and written releases from individuals whose likeness, voice, or biometric identifiers are included in Customer Content; and (iii) all consents required to process personal information under applicable data privacy laws.
6.2 Customer Responsibility for Use of Generated Files. You are solely responsible for all uses of Media Files and Interactive Media Files generated through your use of the QARL AI Platform, including any consequences of their creation, use, sharing, display or distribution. You acknowledge that QARL AI does not control or review any Customer Content, Media Files, or Interactive Media Files, and disclaims all liability arising from such content or its use. Without limiting the foregoing, you are solely responsible for ensuring that no Media File or Interactive Media File (a) impersonates any individual without their consent; (b) misrepresents affiliation, sponsorship, or authorship; (c) violates any third party’s rights of publicity, privacy, or reputation; or (d) causes harm, offense, or confusion.
6.3 Ownership of Customer Content and Outputs. As between you and QARL AI, you (or your End Users, as applicable) own all right, title, and interest in and to all Customer Content, including any Seed Files submitted by you, your Authorized Users, or your End Users, as well as any Media Files or Interactive Media Files generated through your use of the QARL AI Platform, and all associated Intellectual Property Rights. QARL AI does not claim ownership of any Customer Content or of any Media Files or Interactive Media Files created on your behalf. Except as expressly provided in this Agreement, all rights in and to the Customer Content, Seed Files, Media Files, and Interactive Media Files are reserved by you or your End Users, as applicable. For clarity, Customer Avatars are generated using Seed Files and managed solely within the QARL AI Platform. They are not made available for download, transfer, or independent use outside the QARL AI Platform.
6.4 License to QARL AI. You hereby grant QARL AI a non-exclusive, worldwide, perpetual, royalty-free and fully paid license to use (a) Customer Content (including any Seed Files) to generate Media Files and Interactive Media Files, as requested by you or your Authorized Users; and (b) Customer Content, Media Files, and Interactive Media Files to provide you with the functionality of, and to maintain and improve, QARL AI’ products and services, including the QARL AI Platform. You also grant QARL AI a license to use any trademarks, service marks, or logos included in Customer Content as necessary to fulfill your requests or deliver the functionality of the QARL AI Platform, including in generating Media Files or Interactive Media Files. QARL AI may collect and use aggregated and/or de-identified usage data regarding your (and your End Users’) use of the QARL AI Platform to: (i) improve the QARL AI Platform and QARL AI’ related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the QARL AI Platform, provided that no customer-identifiable statistics will be disclosed to third parties without your consent.
6.5 Customer Warranties and Platform Use Restrictions. You represent and warrant that any Customer Content provided to QARL AI through the QARL AI Platform will not (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) intentionally contain any viruses, worms or other malicious computer programming codes intended to damage QARL AI’ systems or data; or (c) otherwise violate the rights of a third party, including without limitation any privacy or publicity rights. Additional responsibilities related to the use of generated content are set forth in Section 6.2. You agree that any use of the QARL AI Platform contrary to or in violation of your representations and warranties in this Section 6.5 constitutes unauthorized and improper use of the QARL AI Platform. Any breach of this Section 6.5 gives QARL AI the right to suspend your access to the QARL AI Platform and terminate this Agreement immediately.
6.6 Customer Responsibility for Data and Security. You and your Authorized Users may have access to the Customer Content and Media Files on the QARL AI Platform. If so, you will be responsible for any and all changes or deletions to such content made by you or your Authorized Users, or by QARL AI at your or your Authorized Users’ request. You are responsible for the security of all QARL AI API keys and other Access Protocols required to access the QARL AI Platform. You may have the ability to download Media Files out of the QARL AI Platform and are encouraged to make your own back-ups. QARL AI is not obligated to back up any Customer Content, Media Files, or Interactive Media Files. You are solely responsible for creating backup copies of any Customer Content or Media Files you want to preserve, at your sole cost and expense.
7. DISCLAIMER OF WARRANTIES
7.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE QARL AI PLATFORM IS AT YOUR SOLE RISK, AND THE QARL AI PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE QARL AI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE QARL AI PLATFORM.
(a) THE QARL AI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE QARL AI PLATFORM WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE QARL AI PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE QARL AI PLATFORM WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE QARL AI PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE QARL AI PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) FROM TIME TO TIME, QARL AI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT QARL AI’ SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
8. LIMITATION OF LIABILITY
8.1 Disclaimer of Certain Damages. IN NO EVENT WILL THE QARL AI PARTIES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A QARL AI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A QARL AI PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A QARL AI PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A QARL AI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE QARL AI PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (I) THE TOTAL AMOUNT PAID TO QARL AI BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (II) $100; OR (III) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A QARL AI PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A QARL AI PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A QARL AI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN QARL AI AND YOU.
9. CONFIDENTIALITY
9.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The QARL AI Platform, Documentation, and all enhancements and improvements thereto will be considered QARL AI’ Confidential Information.
9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information, as applicable, to Authorized Users or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in at least the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
10. INDEMNIFICATION
10.1 Indemnity. You will defend at your own expense any suit brought against QARL AI, QARL AIaffiliates, and its and their respective officers, directors, employees, and agents (each, a “QARL AI Party” and collectively, the “QARL AI Parties”), from any third party claim, suit or proceeding brought against any of the QARL AI Parties arising or related to: (a) any use of the QARL AI Platform by you, your Authorized Users, or your End Users that is not in accordance with this Agreement or as specified in the Documentation; (b) any use of the QARL AI Platform in combination with other products, equipment, software, or data not supplied by QARL AI; (c) any allegation that Customer Content (including Seed Files) provided by you, your Authorized Users, or your End Users infringes, misappropriates, or otherwise violates a third party’s intellectual property rights, publicity rights, privacy rights, or other proprietary rights; (d) any breach of your obligations under Section 6.1; (e) any allegation that a Media File or Interactive Media File created pursuant to your or your Authorized Users’ or End Users’ instructions violates, infringes or otherwise violates a third party’s rights; or (f) any violation of any applicable laws, rules or regulations by you, your Authorized Users, or your End Users (collectively, “Claims”), and shall pay those amounts (including damages, interest, costs, and attorneys’ fees) finally awarded by a court of competent jurisdiction against the QARL AI Parties or payable pursuant to a settlement agreed to by the you with respect to such Claim. QARL AI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with QARL AI in asserting any available defenses. This provision does not require you to indemnify any of the QARL AI Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the QARL AI Platform provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, this Agreement and/or your access to the QARL AI Platform.
11. TERM AND TERMINATION
11.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the QARL AI Platform, unless terminated earlier in accordance with this Agreement.
11.2 Termination by QARL AI. The Service Subscription Fee for the QARL AI Platform is non-refundable. If you have materially breached any provision of this Agreement, or if QARL AI is required to do so by law (e.g., where the provision of the QARL AI Platform is, or becomes, unlawful), QARL AI has the right to, immediately and without notice, suspend or terminate any service provided to you. QARL AI reserves the right to terminate this Agreement and your access to the QARL AI Platform at any time without cause upon notice to you. You agree that all terminations for cause are made in QARL AI’ sole discretion and that QARL AI shall not be liable to you or any third party for any termination of your Account.
11.3 Termination by You. If you want to terminate this Agreement, you may do so by closing your Account for the QARL AI Platform. ANY SUCH TERMINATION WILL BE EFFECTIVE AT THE END OF THE THEN-CURRENT TERM OF ANY AND ALL OF THE SUBSCRIPTIONS AS SET FORTH IN SECTION 5.3(a) (AUTOMATIC RENEWAL), WHICH WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 5.3(a) (AUTOMATIC RENEWAL).
11.4 Effect of Termination. Upon termination of your access to the QARL AI Platform or the applicable feature or functionality thereof, your right to use the QARL AI Platform or the applicable feature or functionality thereof will automatically terminate, and we may delete the Customer Content associated therewith from our live databases. To request deletion of Customer Content and other data associated with your Account, you must contact us at support@qarl.ai. If we terminate your Account for cause, we may also bar your further use or access to the QARL AI Platform. QARL AI will not have any liability whatsoever to you for any suspension or termination, including for deletion of Customer Content. All provisions of this Agreement which by their nature should survive, will survive termination of your access to the QARL AI Platform, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
11.5 No Subsequent Registration. If this Agreement is terminated for cause by QARL AI or if your Account or ability to access the QARL AI Platform is discontinued by QARL AI due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the QARL AI Platform through use of a different member name or otherwise.
12. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is QARL AI’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to QARL AI by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the QARL AI Platform in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the QARL AI Platform of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for QARL AI’ designated agent for notice of claims of infringement is as follows:
15008018 Canada Inc., operating as IA QARL AI Inc.
1400-1501 McGill College Avenue, Montréal, QC, H3A 3M8 Canada
13. MISCELLANEOUS
13.1 Agreement Updates. When changes are made, QARL AI will make a new copy of these Terms and/or Supplemental Terms, as applicable, available on the QARL AI Platform, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such an update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. QARL AI may require you to provide consent to the updated Agreement in a specified manner before further use of the QARL AI Platform is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE QARL AI PLATFORM.
13.2 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and QARL AI agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the courts of the Province of Quebec.
13.3 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Province of Quebec, without giving effect to any principles that provide for the application of the law of another jurisdiction.
13.4 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
13.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.6 No Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without QARL AI’s prior written consent. QARL AI may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.7 Compliance with Law. You will always comply with all international and domestic laws, ordinances, regulations, and statutes applicable to your use of the QARL AI Platform and Documentation.
13.8 Force Majeure. QARL AI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.9 Notices. Where QARL AI requires that you provide an email address, you are responsible for providing QARL AI with a valid and current email address. In the event that the email address you provide to QARL AI is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, QARL AI dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to QARL AI at the following address: 1400-1501 McGill College Avenue, Montréal, QC, H3A 3M8 Canada. Such notice shall be deemed given when received by QARL AI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.10 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.